| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Apollo Endosurgery, Inc. [ APEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/04/2023 | D(3) | 675,181 | D | (3) | 0 | I(1)(2) | By Curlew Fund, LP(1)(2) | ||
| Common Stock | 04/04/2023 | D(3) | 1,310,701 | D | (3) | 0 | I(1)(2) | By Killdeer Fund, LP(1)(2) | ||
| Common Stock | 04/04/2023 | D(3) | 3,687,781 | D | (3) | 0 | I(1)(2) | By Roadrunner Fund, LP(1)(2) | ||
| Common Stock | 04/04/2023 | D(3) | 45,594 | D | (3) | 0 | I(1)(2) | By Crested Crane, LP(1)(2) | ||
| Common Stock | 04/04/2023 | D(3) | 63,671 | D | (3) | 0 | I(1)(2) | By Kestrel Fund, LP(1)(2) | ||
| Common Stock | 04/04/2023 | D(3) | 400,675 | D | (3) | 0 | I(1)(2) | By Mallard Fund, LP(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. CPMG, Inc. is the investment manager of each of: Crested Crane, LP; Curlew Fund, LP; Kestrel Fund, LP; Mallard Fund, LP; Roadrunner Fund, LP; and Killdeer Fund, LP (the "Funds"). In such capacity, CPMG, Inc. may be deemed to have voting and investment power over the securities held directly by each of the Funds. Kent McGaughy, Jr. and Antal Desai, each of whom is a shareholder and managing partner of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares held directly by the Funds. Kent McGaughy, Jr. reports his beneficial ownership of these shares on a separate Form 4. |
| 2. Each of CPMG, Inc. and Mr. Desai (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein except to the extent of its and his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| 3. Reflects the disposition of the Reporting Persons' indirectly owned shares of the Issuer's common stock, par value $0.001 per share ("Issuer Common Stock"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 29, 2022, among the Issuer, Boston Scientific Corporation ("Parent") and Textile Merger Sub, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger between the Issuer and Merger Sub on April 4, 2023 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer Common Stock was canceled and converted automatically into the right to receive $10.00 in cash, without interest (the "Merger Consideration"), less applicable taxes and authorized deductions. |
| Remarks: |
| Mr. McGaughy, Jr. serves on the Issuer's Board of Directors (the "Board") as a representative of CPMG, Inc. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors of the Issuer by deputization of Mr. McGaughy, Jr. |
| /s/ John Bateman, Chief Operating Officer of CPMG, Inc. | 04/04/2023 | |
| /s/ Antal Rohit Desai | 04/04/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||